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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: Commission File Number:
December 31, 1995 1-10592
DESTEC ENERGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 38-2875546
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2500 CITYWEST BLVD., SUITE 150
HOUSTON, TEXAS 77042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 735-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, $0.01 par value The New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ].
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value of voting stock held by
non-affiliates of the registrant as of March 4, 1996 was
approximately $154,942,536. As of March 4, 1996, there were
57,911,878 shares of common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of Destec's definitive Proxy Statement regarding the
Annual Meeting of Stockholders to be held on May 1, 1996 are
incorporated by reference in Part III (Items 10-13) of this Form
10-K.
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***Explanatory Note***
This Form 10-K/A is filed solely to refile Exhibit 10.57 to
include Attachment C thereto.
ITEM 14. - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
3. Exhibits
3.1 Amended and Restated Certificate of Incorporation
of Destec Energy, Inc. (incorporated by reference
to Exhibit 3.1 to Destec's Registration Statement
on Form S-1, Registration No. 33-36086).
3.2* By-Laws of Destec Energy, Inc., as amended on December
1, 1995.
10.1 Power Marketing Agreement dated as of July 1, 1989, as
amended as of July 1, 1990, and as further amended as
of September 1, 1990 between The Dow Chemical Company
and Destec Ventures, Inc. (incorporated by reference
to Exhibit 10.1 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.2** Agreement for Purchase and Sale of Electric Energy
and Capacity dated as of January 1, 1985 between
Houston Lighting and Power Company and The Dow
Chemical Company (incorporated by reference to
Exhibit 10.2 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.3 Master Services Agreement dated as of October 1, 1989,
as amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.4 Letter amendment dated October 25, 1990 to Master
Services Agreement dated as of October 1, 1989, as
amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.5 Agreement for the Exchange of Property for Stock dated
June 29, 1989, as amended as of June 30, 1990, between
The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.5 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.6 First Amended Lease Agreement dated as of January 1,
1990 between Destec Ventures, Inc. and The Dow
Chemical Company (incorporated by reference to Exhibit
10.6 to Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.7 First Amended Lignite Properties Maintenance Agreement
dated as of January 1, 1990 between Destec Ventures,
Inc. and The Dow Chemical Company (incorporated by
reference to Exhibit 10.7 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.8 Site Development Agreement dated as of May 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.8 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.9** Assignment Agreement dated as of March 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.9 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.10 Research & Development Agreement dated as of March
1, 1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.10 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.11 Engineering Services Agreement dated as of November
1, 1989 between Dow Engineering Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.11 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.12 Registration Rights Agreement dated as of July 1,
1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.12 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.13 Lease Agreement dated as of January 24, 1985
between CoGen Lyondell, Inc. (Lessee) and United
States Trust Company (Lessor) and supplement
thereto dated as of December 30, 1985 (incorporated
by reference to Exhibit 10.1 to PSE Inc.'s
Registration Statement on Form S-1, Registration
No. 33-4370, filed March 27, 1986).
10.14 Restated Lease Guaranty Agreement dated as of April
30, 1986, by and among PSE Inc. (Guarantor),
General Electric Capital Corporation (Owner
Participant) and United States Trust Company (Owner
Trustee) (incorporated by reference to Exhibit
10.26 to PSE Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, File No.
1-9124).
10.15 Price Guaranty Commitment dated as of April 26,
1984 among The Dow Chemical Company, Louisiana
Gasification Technology, Inc. and the United States
Synthetic Fuels Corporation (incorporated by
reference to Exhibit 10.17 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.16 Memorandum of Intent dated July 1, 1990 between The
Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.18 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.17 Power Supply Option dated as of July 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.19 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.18 Option Agreement dated as of June 30, 1990 between
Rofan Energy, Inc. and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.20 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.19 Gas Purchase Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.24 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.20 Land Lease Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.25 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.21 Operating Agreement dated April 26, 1984 between
Louisiana Gasification Technology, Inc. and The Dow
Chemical Company (incorporated by reference to
Exhibit 10.26 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.22 Services Agreement dated April 26, 1984, as amended
January 1, 1987, between Louisiana Gasification
Technology, Inc. and The Dow Chemical Company
(incorporated by reference to Exhibit 10.27 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.23 Technology License Agreement dated April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.28 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.24 A written description of The Dow Chemical Company's
Executive Award Plan (incorporated by reference to
Exhibit 10.29 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.25 A written description of The Dow Chemical Company
Executives' Supplemental Plan, as amended through
December 31, 1981, for certain employees of The Dow
Chemical Company (incorporated by reference to
Exhibit 10(b) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1981, File No. 1-3433).
10.26 Amendment adopted December 14, 1982 to The Dow
Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(b) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1982, File
No. 1-3433).
10.27 The Dow Chemical Company 1979 Award and Option
Plan, as amended through December 31, 1982
(included as a part of and incorporated by
reference to the prospectus contained in
Post-Effective Amendment No. 4 to The Dow Chemical
Company's Registration Statement on Form S-8,
Registration No. 2-64560, filed June 23, 1983).
10.28 Amendment adopted April 12, 1984 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 8(c) of that
Plan (incorporated by reference to Exhibit 10(ff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984,
File No. 1-3433).
10.29 Amendment adopted April 18, 1985 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 2(o) of that
Plan (incorporated by reference to Exhibit 10(fff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1985,
File No. 1-3433).
10.30 A written description of The Dow Chemical Company's
Executive Post Retirement Life Insurance Program,
adopted effective December 1, 1983 (incorporated by
reference to Exhibit 10(h) to The Dow Chemical
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985, File No. 1-3433).
10.31 Amendments adopted October 3, 1987 to The Dow
Chemical Company 1979 Award and Option Plan and The
Dow Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(j) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.32 A written description of The Dow Chemical Company's
Management Achievement Recognition System adopted
on April 8, 1987 (incorporated by reference to
Exhibit 10(k) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1989, File No. 1-3433).
10.33 A copy of The Dow Chemical Company 1988 Dividend
Unit Plan adopted on February 10, 1988
(incorporated by reference to Exhibit 10(l) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.34 Summary of amendment effective January 1, 1989 to
The Dow Chemical Company Executives' Supplemental
Plan (incorporated by reference to Exhibit 10(m) to
The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989,
File No. 1-3433).
10.35 The Dow Chemical Company 1988 Award and Option Plan
adopted by the stockholders at the 1988 Annual
Meeting (included as a part of and incorporated by
reference to the prospectus contained in The Dow
Chemical Company's Registration Statement on Form
S-8, Registration No. 33-21748, filed May 16,
1988).
10.36** Amended and Restated Cogenerated Electricity
Agreement dated as of September 17, 1990 by and
between The Dow Chemical Company and Texas
Utilities Electric Company (incorporated by
reference to Exhibit 10.48 of Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.37** Amended and Restated Cogenerated Electricity
Agreement dated as of September 17, 1990 by and
between CoGen Lyondell, Inc. and Texas Utilities
Electric Company (incorporated by reference to
Exhibit 10.49 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.38** Surety Agreement dated as of September 17, 1990 by
and between Destec Energy, Inc. and Texas Utilities
Electric Company (incorporated by reference to
Exhibit 10.50 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.39* Destec Energy, Inc. Amended and Restated 1990 Award
and Option Plan.
10.40 Form of Destec Energy, Inc. Retirement and Savings
Plan (incorporated by reference to Exhibit 10.52 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.41 Loan Agreement dated as of November 5, 1990 between
Destec Energy, Inc., as borrower, and The Dow
Chemical Company, as lender (incorporated by
reference to Exhibit 10.53 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.42 Loan Agreement dated as of January 1, 1991 between
Destec Energy, Inc., as lender, and The Dow
Chemical Company, as borrower (incorporated by
reference to Exhibit 10.54 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.43 A written description of The Dow Chemical Company
Corporate Performance Award Plan (incorporated by
reference to Exhibit 10.55 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.44 A written summary of The Dow Chemical Company Area
Performance Award Plan (incorporated by reference
to Exhibit 10.56 to Destec's Registration Statement
on Form S-1, Registration No. 33-36086).
10.45 Deferred Defined Compensation Contract between
Destec Energy, Inc. and Charles F. Goff, dated
November 1, 1991.
10.46 Deferred Defined Compensation Contract between
Destec Energy, Inc. and Rodney M. Webb, dated
November 1, 1991.
10.47 Deferred Defined Compensation Contract between
Destec Energy, Inc. and Richard H. Davis, dated
November 1, 1991.
10.48* Severance and Services Agreement between Destec
Energy, Inc. and Charles F. Goff, dated May 3,
1994.
10.49* Severance and Services Agreement between Destec
Energy, Inc. and Keys A. Curry, Jr., dated May 3,
1994.
10.50* Severance and Services Agreement between Destec
Energy, Inc. and Enrique M. Larroucau, dated May 3,
1994.
10.51* Severance and Services Agreement between Destec
Energy, Inc. and Rodney M. Webb, dated May 3, 1994.
10.52* Severance and Services Agreement between Destec
Energy, Inc. and Rick A. Bowen, dated July 17,
1995.
10.53* Severance and Services Agreement between Destec
Energy, Inc. and Craig E. Hess, dated May 3, 1994.
10.54* Severance and Services Agreement between Destec
Energy, Inc. and Lige E. Jackowski, Jr., dated May
3, 1994.
10.55* Severance and Services Agreement between Destec
Energy, Inc. and Gareth J. Mann, dated July 17,
1995.
10.56* Form of Salary Continuation Plan between Power
Systems Engineering, Inc. and Keys A. Curry, Jr.
dated March 6, 1986.
10.57+ Release and Waiver Agreement between Destec Energy,
Inc. and Stephen R. Wright dated December 20, 1995.
10.58++ Consulting Agreement between Destec Energy, Inc.
and Stephen R. Wright dated December 20, 1995.
11* Statement regarding computation of per share earnings.
22* List of subsidiaries of Destec Energy, Inc.
25* Powers of Attorney from certain of the directors of
Destec Energy, Inc. whose signatures are to be affixed
to this Form 10-K for the year ended December 31,
1995.
(b) REPORTS ON FORM 8-K.
There were no reports on Form 8-K filed by Destec
during the three months ended December 31, 1995.
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* Filed with the Form 10-K.
** Confidential treatment has been requested and granted with
respect to portions of this Exhibit.
+ Filed herewith.
++ Filed with the Form 10-K. Confidential treatment has been
requested with respect to portions of this Exhibit.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the ________ day of June, 1996.
DESTEC ENERGY, INC.
(Registrant)
By: /s/ Charles F. Goff
---------------------------------
Charles F. Goff
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Enrique M. Larroucau
---------------------------------
Enrique M. Larroucau
Senior Vice President, Chief Financial
Officer and Treasurer
(Principal Financial Officer)
EXHIBIT INDEX
3.1 Amended and Restated Certificate of Incorporation of
Destec Energy, Inc. (incorporated by reference to
Exhibit 3.1 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
3.2* By-Laws of Destec Energy, Inc., as amended on December 1,
1995.
10.1 Power Marketing Agreement dated as of July 1, 1989, as
amended as of July 1, 1990, and as further amended as of
September 1, 1990 between The Dow Chemical Company and
Destec Ventures, Inc. (incorporated by reference to
Exhibit 10.1 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.2** Agreement for Purchase and Sale of Electric Energy and
Capacity dated as of January 1, 1985 between Houston
Lighting and Power Company and The Dow Chemical
Company (incorporated by reference to Exhibit 10.2 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.3 Master Services Agreement dated as of October 1, 1989, as
amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.4 Letter amendment dated October 25, 1990 to Master
Services Agreement dated as of October 1, 1989, as
amended as of July 1, 1990, among The Dow Chemical
Company, Destec Energy, Inc. and Destec Ventures, Inc.
(incorporated by reference to Exhibit 10.4 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.5 Agreement for the Exchange of Property for Stock dated
June 29, 1989, as amended as of June 30, 1990, between
The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.5 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.6 First Amended Lease Agreement dated as of January 1, 1990
between Destec Ventures, Inc. and The Dow Chemical
Company (incorporated by reference to Exhibit 10.6 to
Destec's Registration Statement on Form S-1, Registration
No. 33-36086).
10.7 First Amended Lignite Properties Maintenance Agreement
dated as of January 1, 1990 between Destec Ventures, Inc.
and The Dow Chemical Company (incorporated by reference
to Exhibit 10.7 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.8 Site Development Agreement dated as of May 1, 1990
between The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.8 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.9** Assignment Agreement dated as of March 1, 1990 between
The Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.9 to Destec's
Registration Statement on Form S-1, Registration No.
33-36086).
10.10 Research & Development Agreement dated as of March
1, 1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.10 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.11 Engineering Services Agreement dated as of November
1, 1989 between Dow Engineering Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.11 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.12 Registration Rights Agreement dated as of July 1,
1990 between The Dow Chemical Company and Destec
Energy, Inc. (incorporated by reference to Exhibit
10.12 to Destec's Registration Statement on Form
S-1, Registration No. 33-36086).
10.13 Lease Agreement dated as of January 24, 1985
between CoGen Lyondell, Inc. (Lessee) and United
States Trust Company (Lessor) and supplement
thereto dated as of December 30, 1985 (incorporated
by reference to Exhibit 10.1 to PSE Inc.'s
Registration Statement on Form S-1, Registration
No. 33-4370, filed March 27, 1986).
10.14 Restated Lease Guaranty Agreement dated as of April
30, 1986, by and among PSE Inc. (Guarantor),
General Electric Capital Corporation (Owner
Participant) and United States Trust Company (Owner
Trustee) (incorporated by reference to Exhibit
10.26 to PSE Inc.'s Annual Report on Form 10-K for
the fiscal year ended December 31, 1986, File No.
1-9124).
10.15 Price Guaranty Commitment dated as of April 26,
1984 among The Dow Chemical Company, Louisiana
Gasification Technology, Inc. and the United States
Synthetic Fuels Corporation (incorporated by
reference to Exhibit 10.17 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.16 Memorandum of Intent dated July 1, 1990 between The
Dow Chemical Company and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.18 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.17 Power Supply Option dated as of July 1, 1990
between The Dow Chemical Company and Destec Energy,
Inc. (incorporated by reference to Exhibit 10.19 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.18 Option Agreement dated as of June 30, 1990 between
Rofan Energy, Inc. and Destec Energy, Inc.
(incorporated by reference to Exhibit 10.20 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.19 Gas Purchase Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.24 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.20 Land Lease Agreement dated as of April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.25 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.21 Operating Agreement dated April 26, 1984 between
Louisiana Gasification Technology, Inc. and The Dow
Chemical Company (incorporated by reference to
Exhibit 10.26 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.22 Services Agreement dated April 26, 1984, as amended
January 1, 1987, between Louisiana Gasification
Technology, Inc. and The Dow Chemical Company
(incorporated by reference to Exhibit 10.27 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.23 Technology License Agreement dated April 26, 1984
between The Dow Chemical Company and Louisiana
Gasification Technology, Inc. (incorporated by
reference to Exhibit 10.28 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.24 A written description of The Dow Chemical Company's
Executive Award Plan (incorporated by reference to
Exhibit 10.29 to Destec's Registration Statement on
Form S-1, Registration No. 33-36086).
10.25 A written description of The Dow Chemical Company
Executives' Supplemental Plan, as amended through
December 31, 1981, for certain employees of The Dow
Chemical Company (incorporated by reference to
Exhibit 10(b) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1981, File No. 1-3433).
10.26 Amendment adopted December 14, 1982 to The Dow
Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(b) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1982, File
No. 1-3433).
10.27 The Dow Chemical Company 1979 Award and Option
Plan, as amended through December 31, 1982
(included as a part of and incorporated by
reference to the prospectus contained in
Post-Effective Amendment No. 4 to The Dow Chemical
Company's Registration Statement on Form S-8,
Registration No. 2-64560, filed June 23, 1983).
10.28 Amendment adopted April 12, 1984 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 8(c) of that
Plan (incorporated by reference to Exhibit 10(ff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1984,
File No. 1-3433).
10.29 Amendment adopted April 18, 1985 to The Dow
Chemical Company 1979 Award and Option Plan,
amending the provisions of Section 2(o) of that
Plan (incorporated by reference to Exhibit 10(fff)
to The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1985,
File No. 1-3433).
10.30 A written description of The Dow Chemical Company's
Executive Post Retirement Life Insurance Program,
adopted effective December 1, 1983 (incorporated by
reference to Exhibit 10(h) to The Dow Chemical
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1985, File No. 1-3433).
10.31 Amendments adopted October 3, 1987 to The Dow
Chemical Company 1979 Award and Option Plan and The
Dow Chemical Company Executives' Supplemental Plan
(incorporated by reference to Exhibit 10(j) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.32 A written description of The Dow Chemical Company's
Management Achievement Recognition System adopted
on April 8, 1987 (incorporated by reference to
Exhibit 10(k) to The Dow Chemical Company's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1989, File No. 1-3433).
10.33 A copy of The Dow Chemical Company 1988 Dividend
Unit Plan adopted on February 10, 1988
(incorporated by reference to Exhibit 10(l) to The
Dow Chemical Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1989, File
No. 1-3433).
10.34 Summary of amendment effective January 1, 1989 to
The Dow Chemical Company Executives' Supplemental
Plan (incorporated by reference to Exhibit 10(m) to
The Dow Chemical Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1989,
File No. 1-3433).
10.35 The Dow Chemical Company 1988 Award and Option Plan
adopted by the stockholders at the 1988 Annual
Meeting (included as a part of and incorporated by
reference to the prospectus contained in The Dow
Chemical Company's Registration Statement on Form
S-8, Registration No. 33-21748, filed May 16,
1988).
10.36** Amended and Restated Cogenerated Electricity Agreement
dated as of September 17, 1990 by and between The Dow
Chemical Company and Texas Utilities Electric Company
(incorporated by reference to Exhibit 10.48 of
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.37** Amended and Restated Cogenerated Electricity Agreement
dated as of September 17, 1990 by and between CoGen
Lyondell, Inc. and Texas Utilities Electric Company
(incorporated by reference to Exhibit 10.49 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.38** Surety Agreement dated as of September 17, 1990 by and
between Destec Energy, Inc. and Texas Utilities
Electric Company (incorporated by reference to Exhibit
10.50 to Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.39* Destec Energy, Inc. Amended and Restated 1990 Award
and Option Plan.
10.40 Form of Destec Energy, Inc. Retirement and Savings
Plan (incorporated by reference to Exhibit 10.52 to
Destec's Registration Statement on Form S-1,
Registration No. 33-36086).
10.41 Loan Agreement dated as of November 5, 1990 between
Destec Energy, Inc., as borrower, and The Dow
Chemical Company, as lender (incorporated by
reference to Exhibit 10.53 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.42 Loan Agreement dated as of January 1, 1991 between
Destec Energy, Inc., as lender, and The Dow
Chemical Company, as borrower (incorporated by
reference to Exhibit 10.54 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.43 A written description of The Dow Chemical Company
Corporate Performance Award Plan (incorporated by
reference to Exhibit 10.55 to Destec's Registration
Statement on Form S-1, Registration No. 33-36086).
10.44 A written summary of The Dow Chemical Company Area
Performance Award Plan (incorporated by reference
to Exhibit 10.56 to Destec's Registration Statement
on Form S-1, Registration No. 33-36086).
10.45 Deferred Defined Compensation Contract between Destec
Energy, Inc. and Charles F. Goff, dated November 1,
1991.
10.46 Deferred Defined Compensation Contract between Destec
Energy, Inc. and Rodney M. Webb, dated November 1,
1991.
10.47 Deferred Defined Compensation Contract between Destec
Energy, Inc. and Richard H. Davis, dated November 1,
1991.
10.48* Severance and Services Agreement between Destec
Energy, Inc. and Charles F. Goff, dated May 3, 1994.
10.49* Severance and Services Agreement between Destec
Energy, Inc. and Keys A. Curry, Jr., dated May 3,
1994.
10.50* Severance and Services Agreement between Destec
Energy, Inc. and Enrique M. Larroucau, dated May 3,
1994.
10.51* Severance and Services Agreement between Destec
Energy, Inc. and Rodney M. Webb, dated May 3, 1994.
10.52* Severance and Services Agreement between Destec
Energy, Inc. and Rick A. Bowen, dated July 17, 1995.
10.53* Severance and Services Agreement between Destec
Energy, Inc. and Craig E. Hess, dated May 3, 1994.
10.54* Severance and Services Agreement between Destec
Energy, Inc. and Lige E. Jackowski, Jr., dated May 3,
1994.
10.55* Severance and Services Agreement between Destec
Energy, Inc. and Gareth J. Mann, dated July 17, 1995.
10.56* Form of Salary Continuation Plan between Power Systems
Engineering, Inc. and Keys A. Curry, Jr. dated March
6, 1986.
10.57+ Release and Waiver Agreement between Destec Energy, Inc.
and Stephen R. Wright dated December 20, 1995.
10.58++ Consulting Agreement between Destec Energy, Inc. and
Stephen R. Wright dated December 20, 1995.
11* Statement regarding computation of per share earnings.
22* List of subsidiaries of Destec Energy, Inc.
25* Powers of Attorney from certain of the directors of
Destec Energy, Inc. whose signatures are to be
affixed to this Form 10-K for the year ended
December 31, 1995.
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* Filed with the Form 10-K.
** Confidential treatment has been requested and granted with
respect to portions of this Exhibit.
+ Filed herewith.
++ Filed with the Form 10-K. Confidential treatment has been
requested with respect to portions of this Exhibit.